AMBARELLA INC — Director's Dealing 2018

Feb 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2018-02-26

Reporting Person: Laplante George (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-26	Restricted Stock Units	$	A	9019	Acquired		Ordinary Shares (9019)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.

F2: On March 28, 2017, reporting person was granted an award of RSUs covering a target of 9,019 ordinary shares (the "Target RSU Number"), subject to satisfaction of predetermined, performance-based vesting criteria that could result in 0% to 150% of the Target RSU Number becoming eligible to vest, subject to certain adjustments as described below. On February 26, 2018, the Company's Board of Directors determined that the performance criteria for the RSUs had been satisfied at a level that resulted in 100% of the Target RSU Number becoming eligible for time-based vesting. Pursuant to the time-based vesting requirements, 100% of this portion of the award is scheduled to vest on March 15, 2020, subject to continued service requirements. In addition, the number of shares subject to the RSUs eligible to vest on March 15, 2020 may be increased or decreased by 25% or may remain the same, based on attainment of specified levels of the Company's total stockholder return.